THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

PAULA ZAHN, CNN ANCHOR: Good evening. Thanks so much for joining us tonight. I'm Paula Zahn. The world, the news, the names, the faces, and where we go from here on this Wednesday, February 11, 2004.

We start tonight with some of the headlines you need to know right now.

President Bush wants the world to work together to stop the spread of weapons of mass destruction. He called the proliferation of nuclear, chemical, biological, and radiological weapons the greatest threat before humanity today.

Wesley Clark is out of the race for the White House, the retired four-star general today pledging to stand behind the eventual Democratic nominee. Clark jumped into the race five months ago to high poll numbers, but was only able to win a single primary.

Wardrobe malfunctions and other racy bits on TV were the focus of a House subcommittee hearing today. Lawmakers called for higher fines and other punishments, as they scolded bosses from Viacom and the NFL for the recent Super Bowl halftime show.

"In Focus" tonight, the spread of nuclear weapons to rogue nations. Today, President Bush used the recent confession of a Pakistani nuclear scientist as an alarming example of the danger. Pakistan is a major partner in the U.S. crackdown on the Taliban and al Qaeda, but it is also a hotbed of Muslim fundamentalism.

Is the U.S. wise to rely on Pakistan as an ally in the war on there?

Senior Asia correspondent Mike Chinoy joins us now from Islamabad.

Good evening, Mike.

MIKE CHINOY, CNN CORRESPONDENT: Hello, Paula.

Well, it's not simply since September 11, but Pakistan has been an important U.S. ally ever since the Soviet invasion of Afghanistan 25 years ago., But it turns out that, for much of that time, the country's leading nuclear scientist was running a global nuclear proliferation network. It's a very scary story.

(BEGIN VIDEOTAPE) CHINOY (voice-over): For more than a decade, by his own admission, Abdul Qadeer Khan, the father of Pakistan's atomic bomb, leaked nuclear secrets to Iran, Libya, and North Korea.

GARY SAMORE, NONPROLIFERATION EXPERT: This is, without a doubt, the worst case of nuclear proliferation in world history.

CHINOY: The implications are frightening, a key U.S. ally in the war against al Qaeda providing nuclear know-how and equipment to members of the axis of evil.

DAVID ALBRIGHT, INSTITUTE FOR SCIENCE & INTERNATIONAL SECURITY: Here's a country, Pakistan, that, actually, if you look at the preemptive war guidelines of the Bush administration, is actually the only country that would need it, transferring weapons of mass destruction capabilities to another country that would possibly use it against the United States.

CHINOY: But Khan has been pardoned by Pakistan's President, Pervez Musharraf, after publicly admitting his guilt, but insisting the country's army and top leaders knew nothing of his activities. Scientists familiar with Khan's organization say that's hard to believe.

A.H. NAYYAR, PHYSICIST: They were always military controls over this. And serving military officers were to look after the security matters. And it is not true that those officers were subordinate to the scientists.

CHINOY: Still, experts say, the key issue now is what Khan is telling investigators.

GEORGE PERKOVICH, CARNEGIE ENDOWMENT: Did Dr. Khan, despite being pardoned, did he give up all the information about all his contacts, so we can map out what this network looks like and roll it up?

(END VIDEOTAPE)

CHINOY: If that happens, diplomats in nonproliferation specialists say, then Khan's pardon won't be such a big deal. If it doesn't, international outrage against Pakistan is likely to grow -- Paula.

ZAHN: And joining me now from Washington is someone who knows well the complexities of Pakistani politics. Benazir Bhutto was elected prime minister of Pakistan, the first woman to lead a Muslim nation. But she was ousted over alleged corruption and forced into exile by opposition forces.

Good to see you. Welcome. BENAZIR BHUTTO, FORMER PRIME MINISTER OF PAKISTAN: Thank you.

ZAHN: First of all, how dangerous do you think Dr. Khan actions are?

BHUTTO: Dr. Khan's actions, where he has admitted proliferating weapons of mass destruction, are very dangerous for Pakistan itself, as well as for the world community.

ZAHN: President Musharraf says he was not aware of the extent of Dr. Khan's activities. Do you believe him?

BHUTTO: Well, I know General Musharraf has said this, but then I'm very surprised that he has pardoned Dr. Khan.

Very few people in Pakistan believe that Dr. Khan, who was under strict monitoring, could have unilaterally, or independently, run such a vast network. And because General Musharraf has pardoned Mr. Khan, people are wondering who General Musharraf is covering up for.

ZAHN: Do you believe General Musharraf is covering up for Dr. Khan?

BHUTTO: Well, I find it hard to believe that Dr. Khan could have done this on his own. I'm prepared to believe it, if I see the evidence, through a transparent inquiry. But there hasn't been a transparent inquiry.

I know the army chief was in charge of our nuclear program. I know that General Musharraf visited Libya. His minister of commerce took out a full-page advertisement inviting tenders for nuclear- related products. So, I would really like General Musharraf to take the nation into confidence through an independent, credible investigation.

ZAHN: So you're making it very clear to me right now, you don't believe General Musharraf is telling the whole truth, that perhaps he was aware of what was going on?

BHUTTO: Well, to be charitable, maybe General Musharraf is telling the whole truth, but, frankly, there's a great degree of skepticism about it, given the fact that the scientists were under strict monitoring.

The control and command was under the military. General Musharraf was the head of the military.

ZAHN: You knew Dr. Khan. Your family has been in political power off and on in Pakistan for some 40 years. Were you aware of what was going on?

BHUTTO: No, I was not aware. It came as a total shock. It's mind-boggling.

I know Dr. Khan. He came to me. He used to give me briefings. He used to make requests to our board of the kind of support that the Nesal (ph) technology board needed. He was well aware of our policy of no export of weapons of mass destruction. He used to come to us for funds when he needed certain upgrades. And at no time did I conclude that Dr. Khan could act independently on his own.

ZAHN: Can the United States trust Pakistan today?

BHUTTO: The United States has made an ally of General Musharraf. It's in a difficult position.

It needs General Musharraf in Afghanistan, even as these disclosures come up about the weapons of mass destruction. I believe a democratic Pakistan would be a much better friend to the United States. And I'd like to see the Bush administration work with Pakistan to move us along to the path of democracy.

ZAHN: Do you think Pakistan is doing everything it can to help the United States track down Osama bin Laden?

BHUTTO: Well, this is a difficult question to answer.

I would like to say, out of a sense of patriotism, that we are doing everything to track Osama bin Laden down. But, on the other hand, Osama bin Laden is the life insurance of the present military dictatorship. The day he's caught, the world's need for Pakistan's military dictatorship would disappear.

So I ask myself why the military dictatorship would deliver Osama bin Laden, knowing that it would lose its trump card in the consequence. I'm making a distinction between Pakistan and General Musharraf. I'm saying, the military dictatorship has little incentive to turn over Osama bin Laden. It might turn over Mullah Omar. He is, more or less, redundant today. But it has little incentive to turn over Osama bin Laden.

I believe a democratic Pakistan, on the other hand, would want to deal with the issues of terrorism and extremism, so it could concentrate on the bread-and-butter issues that voters demand of their governments.

ZAHN: Are you suggesting, then, that the only way General Musharraf stays in power is to not turn Osama bin Laden back to the United States?

BHUTTO: In a sense, I believe that General -- yes, in a sense, I believe General Musharraf has little incentive to turn Osama bin Laden over to the United States. He had little incentive to prevent Taliban and al Qaeda escaping from Tora Bora.

He has little incentive to stop Taliban from regrouping and reasserting themselves from the tribal areas of Pakistan. He needs the United States to sustain his military dictatorship. And to sustain his military dictatorship, he needs to keep the pot boiling.

(END VIDEOTAPE)

ZAHN: A major part on the war on terror, the hunt for al Qaeda leader Osama bin Laden, continues. The U.S. suspects bin Laden is somewhere in the mountains separating Afghanistan and Pakistan. President Bush has the U.S. is making some progress tracking down other al Qaeda elements, but just how accurate is that? We're sending in the truth squad.

Here's Mike Boettcher.

(BEGIN VIDEOTAPE)

MIKE BOETTCHER, CNN NATIONAL CORRESPONDENT (voice-over): The message from President Bush: The U.S. is winning the war against Osama bin Laden and al Qaeda.

GEORGE W. BUSH, PRESIDENT OF THE UNITED STATES: We're tracking al Qaeda around the world. And nearly two-thirds of their known leaders have now been captured or killed.

KEN ROBINSON, CNN NATIONAL SECURITY ANALYST: That list is dynamic and it changes. It has changed based on arrests, based on people captured in the field, based on takedown operations, based on signals intelligence.

BOETTCHER: The successes have been high-profile, the captures of Khalid Shaikh Mohammed, who masterminded the 9/11 plot, and his deputy, Ramzi Binalshibh. Equally clear, the masterminds who remain at large, Osama bin Laden and his top deputy, Ayman al-Zawahiri.

(on camera): But even with so many captured or killed and bin Laden in hiding, does that mean that America and the world are safer?

ROHAN GUNARATNA, AUTHOR, "INSIDE AL QAEDA": What we are going to see in the future is that al Qaeda will compensate for its lack of operational capability by increasingly working with about 30 different small Islamist groups.

BOETTCHER: Groups that are operating worldwide and launching suicide attacks in places like Turkey, groups like Ansar al-Islam, run by bin Laden ally Abu Musab al-Zarqawi, which is targeting both Iraqis and American troops in Iraq.

GUNARATNA: Iraq is clearly the new land of jihad.

BOETTCHER: This new al Qaeda, al Qaeda 2.0, is a different sort of network and uses the Internet to spread its propaganda and plans.

(on camera): But even against this new al Qaeda, intelligence sources say there have been successes, 11 terror plots derailed, including one in Singapore and one in the Straits of Gibraltar.

And President Bush can point to one important victory. Since 9/11, there have been no known terrorist attacks by al Qaeda in the United States.

Mike Boettcher, CNN, Atlanta.

(END VIDEOTAPE)

ZAHN: Coming up, a dramatic move for a mistrial in the Martha Stewart case and telephone memos that hint at the real Martha Stewart lifestyle. We'll get the latest from Stewart's trial.

And the debate over gay marriage begins in Massachusetts. Some lawmakers there are trying to find a way to avoid it. We'll confront the issue head on with a debate.

ZAHN: A key turning point in the Martha Stewart trial today. The jury hears a dramatic tape from the Securities and Exchange Commission. And it could spell trouble for Stewart's co-defendant.

Let's talk it over with CNN's senior legal analyst, Jeffrey Toobin.

How you doing tonight, Jeffrey?

JEFFREY TOOBIN, CNN SR. LEGAL ANALYST: I'm OK, just back from court.

ZAHN: Oh, well, what does this tape mean for Martha Stewart?

TOOBIN: Well, it was really quite remarkable, because defendants sit there in court and you never hear from them. They never talk.

And finally, today, we would Peter Bacanovic talking for more than an hour. It was the tape of the interview that he gave to the Securities and Exchange Commission. One of the charges in the case is that he lied in the course of that interview, so it was obviously a very important tape. But what was interesting about it is, you got to hear Bacanovic explain what happened, and he sounded pretty good.

He was not nervous. He was relaxed. He described things in a good deal of detail. He wasn't trying to confer with his lawyers.

ZAHN: Any inconsistencies?

TOOBIN: Well, it wasn't so much inconsistencies, but it was inconsistent with other evidence, because he was very clear that the reason he told that Martha Stewart, through Douglas Faneuil, to sell the stock was that they had an agreement to sell when the stock hit 60.

He said nothing about passing along a tip that Sam Waksal, the CEO, was selling. So, that was clearly contradicted by Faneuil's testimony. So now it's a very clear question of, does the jury believe Faneuil or Bacanovic?

ZAHN: There was also testimony today about Martha Stewart's statements to the government. Did that help her, hurt her?

TOOBIN: Well, I think in a way, it really helped, because one of the important facts to remember about this case, Martha Stewart is accused of making false statements.

There are no transcripts of those statements. There are no tape recordings of those statements. It's just an agent summarizing what she said at an interview. It can get pretty vague. You know, the Bacanovic was an interesting contrast, because there's certainly no dispute about what Bacanovic said. It was on tape.

The cross-examination of this SEC lawyer established that, well, there are certain areas. It's not entirely clear what Martha Stewart said in answer to what question. And when the government has to prove beyond a reasonable doubt what Martha said and that it's false, it's good for her.

ZAHN: A turbulent week for the defense. Where does its strategy go from here?

TOOBIN: Well, I think yesterday was a disaster for the defense. The testimony about Martha Stewart altering that document and then directing it to be restored I thought was the worst testimony of the day.

I think the fact is that things will get a little muddier with the fact that the statements are not so clear. That's what the next batch of testimony is going to be. And I think Martha Stewart is going to have a better few days, but as to where this case is going, I give you a ringing, I don't know.

ZAHN: You really don't know? You don't have any read at all, after spending the hours in the courtroom you spent?

(CROSSTALK)

TOOBIN: We were just saying before we went on the air that I usually have a pretty good sense. This case is different. It is very difficult to predict how things are going.

Clearly, I thought yesterday was bad for Martha, but as for who's winning overall, I don't know. I'm sorry.

ZAHN: Mel Gibson's movie, "The Passion of the Christ," is two weeks away from hitting theaters, but we're going to show you how it's already being used by some churches to recruit new followers.

And the president faces an early campaign and a fierce fight in some states. Jeff Greenfield looks at those red and blue states and some new strategies the winner might need to follow.

(COMMERCIAL BREAK)

ZAHN: There's a lot of passion for Mel Gibson's movie "The Passion of the Christ." With two weeks to go before it hits theater, the distributor says advance tickets are close to a remarkable $5 million. Now, a big chunk of those tickets sales are to church groups, responding to a major marketing effort to use the movie as a tool.

As Charles Feldman reports, it's not the first time this sort of tactic has been used.

(BEGIN VIDEOTAPE)

CHARLES FELDMAN, CNN CORRESPONDENT (voice-over): Whatever its merits as a film, "The Passion of the Christ" is already a marketing phenomenon, promising to vastly eclipse an earlier movie used to promote Christianity.

(BEGIN VIDEO CLIP, "JESUS")

UNIDENTIFIED ACTOR: You will conceive and give birth to a son and you will call his name Jesus.

(END VIDEO CLIP)

FELDMAN: The 1979 movie "Jesus" flopped at the box office. And yet some Christian groups and the film's promoters say it has now been seen by more than five billion -- that's with a B -- people watching one of more than 800 different language translations.

How? "Jesus" the movie, promoters say, is distributed around the world by a virtual army of religious volunteers, hoping to use the film to save souls.

(on camera): But, in the words of one anonymous showbiz hawker, you ain't seen nothing yet.

FELDMAN: P.R. consultant Josh Baran helped promote other religious-themed films, such as "The Last Temptation of Christ." He thinks Mel Gibson's film, despite concerns by some of anti-Semitic overtones, which are denied by Gibson, may be a marketing revelation.

BARAN: This show has been completely embraced by the conservative Christians' network. And because of that, they're using the film to evangelize, to actually try to convert people to Christianity. So this to them is not a film. This is a major campaign to get more souls for Christ.

FELDMAN: The minister of the Magnolia Avenue Baptist Church, Riverside, California, is one of thousands of ministers for whom Gibson has screened "The Passion." He's going all-out to assure Gibson a big audience for his movie.

MONTIA SETZLER, MAGNOLIA AVENUE BAPTIST CHURCH: We have made preparations to purchase two showings on the opening weekend. And we are encouraging our members to find people are basically doubters, people who are not yet convinced about the passion of the Christ, and invite them to come to this movie with them.

FELDMAN: Because of the graphic depiction of the crucifixion, the film is rated R. It will open on Ash Wednesday.

Charles Feldman, CNN, Los Angeles.

(END VIDEOTAPE)

ZAHN: The gay marriage controversy. Massachusetts lawmakers debate whether to outlaw say-sex "I do"s. It could have a national impact -- a debate coming up.

Jane Fonda and presidential candidate John Kerry, a controversial snapshot from the past. I will ask the Oscar-winning actress about it.

(BEGIN VIDEO CLIP)

JANE FONDA, ACTRESS: I think it's complete hogwash. They're trying to make it look like Kerry isn't patriotic. How can you impugn the patriotism of any Vietnam veteran?

(END VIDEO CLIP)

ZAHN: Tomorrow, President Bush's National Guard record under scrutiny. We dig into the past. We'll hear from a man who served with the now commander in chief.

(COMMERCIAL BREAK)

ZAHN: Welcome back.

Here are some of the headlines you need to know right now at the bottom of the hour.

President Bush today issued a call to stop the spread of nuclear and other weapons of mass destruction. He wants some international help to break up networks selling weapons or information, like the sale of Pakistani secrets by the head of that country's nuclear program.

Earlier today, we talked with Benazir Bhutto, former prime minister of Pakistan, about the lapse in nuclear security.

(BEGIN VIDEO CLIP)

BHUTTO: Dr. Khan's actions, where he has admitted proliferating weapons of mass destruction, are very dangerous for Pakistan itself, as well as for the world community.

(END VIDEO CLIP)

ZAHN: What Khan admitted to was selling Pakistan's technology to Iran, North Korea and Libya, and was pardoned by Pakistan President Pervez Musharraf.

A potential mega-deal also in the headlines tonight. America's biggest cable company wants to get even bigger by guying the Walt Disney company. Comcast is offering $66 billion for everything in the Mouse house, including the movie studio, theme parks and the ABC Network. The unsolicited offers comes as Disney's CEO is trying to fight off a campaign by two former board members to push him out of the company.

Jen Rogers of Financial News has details.

(BEGIN VIDEOTAPE)

JEN ROGERS, CNN CORRESPONDENT (voice-over): The keys to the Magic Kingdom could be changing hands. In a bold move, cable giant Comcast made an unsolicited $66 billion bid for the Walt Disney company, a merger that would create the world's largest media company.

BRIAN ROBERTS, CEO, COMCAST: We do believe that this is a very compelling offer to the shareholders of Disney. This is a fair offer for both sides.

ROGERS: The Disney board says it will carefully evaluate the proposal, but it's unlikely it would stand as is.

The bigger question is what this means for Michael Eisner. He's fended off critics and corporate raiders before, but today, his rank in Hollywood's hierarchy took its biggest hit yet with the surprise move by Comcast. Under pressure from a Disney heir and another former board member who resigned last year, Eisner also is doing damage control over last month's failed attempt to extend a highly profitable partnership with Pixar.

JACK MYERS, MEDIA ANALYST: Michael Eisner, of course, has weathered a lot of storms and has been a battler his whole life, but this is going to be a tough fight.

ROGERS (on camera): Hollywood is a town built on happy endings. Whether Michael Eisner will be able to orchestrate one for himself is still an open question.

Jen Rogers, CNN Financial News, Burbank, California.

(END VIDEOTAPE)

ZAHN: The issue of gay marriage has led Massachusetts lawmakers to consider amending the state constitution to keep marriage between men and women only. They are responding to a decision from the state's highest court that would allow gays and lesbians to marry as early as May of this year.

To discuss the state of a union, joining us now from Washington is Massachusetts congressman Barney Frank, and in Atlanta tonight, former Georgia congressman Bob Barr. Welcome, gentlemen. Glad to have both of you with us.

BOB BARR (R-GA), FORMER CONGRESSMAN: Thank you.

REP. BARNEY FRANK (D), MASSACHUSETTS: Thank you.

ZAHN: Representative Barr, isn't this just a civil rights issue?

BARR: No, it's not a civil rights issue, per se. It's an issue of whether or not the people of this country, through their elected representatives at the state level, can continue, as people throughout history have done, to define social relationships. This is not so much a legal issue as a social issue and who will control those relationships in our society -- the people, special interest groups, or the courts.

ZAHN: Who should control it, Representative Frank?

FRANK: Well, I think each state should do this by its constitutional process. You know, I'm glad to say there's been a point of agreement between myself and Mr. Barr that there shouldn't be a federal constitutional amendment. Each state should decide it.

BARR: Right.

FRANK: Each state has its own constitutional provisions on this. In Massachusetts, if the legislature decides, it will ultimately go on the ballot.

But you know, we shouldn't lose sight of the substance. No one is changing marriage for the great bulk of people. Heterosexuals who are married to each other, the great majority of Americans, will find no change. Their legal relationships, the benefits, the obligations, the emotions they feel -- those will be totally unchanged. Now, there is -- it will differ state by state. Ultimately, in Massachusetts, we will probably have, at some point -- whether two years from now or later, a referendum on this. And frankly, I think there's some advantage to saying we'll have had this for maybe two or four years and then we'll have a referendum. My prediction is, as in Vermont, when civil unions came and they were at first terribly controversial and by today, they're kind of boring for everybody except those who are in them -- and frankly, like other marriages, they're probably boring for a few of the people who've had them.

(LAUGHTER)

ZAHN: Right. Representative Barr, though, in all seriousness here, do you see the controversy receding?

BARR: No, I don't see the controversy receding, nor should it. This is a very fundamental issue. And even though Barney Frank and I agree, as he indicated, on the fact that this should be a states' rights issue, it's a very, very important states' rights issue, and indeed, it is for the country, as well. What defines a marriage, which is the basic building block of society -- it's not just some sort of haphazard thing that people decide from time to time and then change, in terms of its -- what it means for a society it -- is and has been for millennia the basic building block of society. And if we are to go in the direction of saying we're going to discard that and now put in its place something else -- this is a very fundamental issue.

FRANK: But...

BARR: It ought to be thoroughly debated and decided by the people of each state.

FRANK: If we were going to discard marriage, I would agree with my friend, Mr. Barr, but we're not. Marriage will be unchanged by this for the great majority of people. This adds a new form for a different category of people. But nothing's being discarded. Marriage between men and women will be, after this, if it goes into effect, exactly, identically as it was before.

And when I say it becomes non-controversial, that doesn't mean it's not important. It means that in Vermont, people who were afraid that allowing two people who are in love to become legally, as well as morally committed to each other, it turns out after three-plus years in Vermont of experience of that, it hasn't had any impact. I mean, if you were to move into Vermont tomorrow from Ohio and there were a couple of lesbians who'd been living together across the street from you for 13 years, whether or not they were legally married would have no effect on you.

So I agree marriage is important, and we ought to try and protect it and we ought to try and nourish people's ability to get it. This does not alter marriage one iota for the overwhelming majority of people, who will continue to be married, get married, exactly as they have for millennia.

ZAHN: What's your chief opposition to this, Representative Barr?

BARR: Well, it's that the -- the issue is not whether or not recognizing a homosexual union as fully the same -- legally morally and spiritually -- as a marriage between a man or a woman is going to affect any particular marriage. That's not really the point. It simply is whether or not the fundamental building block of society, civilized society for millennia, and that is the union between a man and a woman, is going to be diluted to the point it simply means...

FRANK: But it won't be diluted, Bob!

FRANK: ... any union between any two people. I think it will. And even though I think that the people of each state ought to have the right to decide that, it will. It is a fundamental shift in social policy.

FRANK: Can I make a -- I would just like to say this. I mean, when you say diluted, that suggests that every male-female marriage, they'll have to take in either a second man or a second woman. We're not diluting the marriage between men and women. The marriage between two heterosexuals who love each other, the overwhelming form of marriage, will be exactly unchanged. No one -- how can the fact that two lesbians across the street from you decided to formalize their relationship -- how can that dilute anybody's marriage?

ZAHN: Bob Barr, you get the last word.

BARR: It may not dilute a particular marriage, but it clearly is redefining the basic building block of society.

ZAHN: Barney Frank, Bob Barr, thank you both for your perspectives this evening.

BARR: Thank you.

FRANK: A pleasure, Paula.

ZAHN: Retired general Wesley Clark ends his campaign but says he will keep fighting to oust the president. More on Clark and the political battles to come. And my conversation with two-time Oscar- winning actress Jane Fonda about politics, her latest cause, and more.

(COMMERCIAL BREAK)

ZAHN: In focus tonight: The 2004 presidential campaign is off at a faster pace than any in recent history. The political generals who plan the campaigns are well into plotting strategy. CNN senior analyst Jeff Greenfield has also been thinking about which states may host the most fierce battles, and what'll it take to win with some big numbers. Hi, Jeff.

JEFF GREENFIELD, SENIOR CNN ANALYST: Hi. Well, you know, of course, that the 2000 election gave us the weirdest finish in history, but it also...

ZAHN: Oh, I was there.

GREENFIELD: Yes. We all were. But it also gave us a new way of thinking about politics. This was the famous "red state/blue state" divide that we all talked about, where the red states, mostly in the South and in the West and in the heartland, voted for Bush, and the blue states, mostly coastal and industrial Midwest, voted for Gore. But political types are increasingly thinking about a different kind of divide. We're talking about the 18 states that went for Gore or Bush by 6 percentage points or less, what CNN is going to be calling this year the "yellow states."

Now, look, no one seriously thinks a Democrat is going to beat Bush in Texas, and no one really thinks Bush can win New York. But these 18 states -- this is where the candidates -- many of these states -- are going to spend a lot of their time and a lot of their resources and a whole lot of their money.

ZAHN: So game this out for us. What are the states that Gore won now that Bush thinks he has a chance in? GREENFIELD: Well, we have a pretty good clue about this, based on the White House travels, and they are Michigan and Pennsylvania. Bush has gone to Pennsylvania 23 times. He's gone to Michigan 12 times. And I think that Bush is also looking at what I call the "Midwest eyelash" states, Wisconsin and maybe Minnesota, which Gore won by the proverbial eyelash. However, you have to remember, in those two states, as well as in Oregon and Washington, which were very close, Ralph Nader was a bigger factor than in other states. He got 4 percentage points or more in those states. And if you assume, as is logical, that those votes would be overwhelmingly Democratic this time, those states may be a little less competitive for Bush.

ZAHN: So what are the Democrats looking to do?

GREENFIELD: I think they are lusting -- not just in their hearts but in their voting booths -- for Ohio. Ohio has been clobbered by the economy. I think they've lost some 4 percent of their manufacturing jobs. And Ohio is a state to this day, Ed Rendell, who was the chair of the Democratic Committee -- he's now the governor of Pennsylvania -- says they left, they quit Ohio a week early, they lost it by 4 points and they could have won it.

The other state that people always look at is Missouri. It's a bellwether. It always votes with the winner, almost. That was a very close state. And this one increasingly -- this is interesting. Arizona, which Democrats have carried only twice since Roosevelt, but it was a fairly close state last time. The Latino influence is growing. Latinos tend to vote Democratic. They elected a Democratic governor in Arizona in 2002. And that's one I think that they're looking at now.

West Virginia is an interesting state. That is a solidly Democratic state usually. Gore lost it, and I think Gore lost that state, in part, because of the environment issue -- lots of miners there -- and issues like guns. My feeling is if John Kerry is the nominee, even though West Virginia went for Dukakis, Kerry's going to have a problem carrying West Virginia, the same way as Gore did.

ZAHN: Interesting. I didn't hear you mention Florida. Is that because we all ate so much crow there?

GREENFIELD: Thank you for plugging a now out-of-print book. I didn't mention Florida because, like, if there were an 800-pound gorilla here, I wouldn't have to mention it. Florida is so much the biggest prize. It is the -- of the four biggest states in the country, it's the only competitive one. New York and California clearly Democratic, Texas clearly Republican. Florida is going to be -- they're going to be living in Florida, Bush and Kerry, or whoever the Democratic nominee is. Yes.

ZAHN: Well, thanks for reading the map with us this evening.

GREENFIELD: OK.

ZAHN: Appreciate it, Jeff.

(BEGIN VIDEO CLIP)

SCOTT MCCLELLAN, WHITE HOUSE SPOKESMAN: This is nothing but gutter politics. The American people deserve better. Instead of talking about the choices we face and addressing our highest priorities, some are simply trolling for trash for political gain.

(END VIDEO CLIP)

ZAHN: Some strong words from inside the administration for those counting -- or continuing to question President Bush's service in the National Guard. The questions deal with the president's service in the Air National Guard in 1972 and 1973. Secretary of State Colin Powell snapped at a congressman for raising the issue during a hearing today.

Here to talk about the questions, the responses, and the rest of the news from the campaign trail, regular contributors Joe Klein, Victoria Clarke.

VICTORIA CLARKE, FORMER PENTAGON SPOKESWOMAN: Hi, Paula.

ZAHN: Welcome. Let's start off with that exchange between Secretary of State Powell and Congressman Brown.

(BEGIN VIDEO CLIP)

COLIN POWELL, SECRETARY OF STATE: Let's just not go there. Let's not go there in this hearing. If you want to have a political fight with -- on this matter that is very controversial, and I think is being dealt with by the White House, fine. But let's not go there.

(END VIDEO CLIP)

ZAHN: Well, you didn't get to hear what Congressman Brown had to say, but that exchange went on for quite some time. Torie, now, obviously, Democrats going after Colin Powell.

CLARKE: Sure.

ZAHN: Will this strategy have any traction at all? Will it work?

CLARKE: I -- I don't think so. And good for Secretary Powell! You think about the kinds of issues this country is facing, this world is facing right now, that ought to be dealt with at a very serious, substantive level, it is not worth the taxpayers' time and money to have members of Congress messing around in that stuff. It is irrelevant. It is not going to be the driving factor for anybody come November. And they ought to be focused on more important stuff.

ZAHN: What do you think, Joe?

KLEIN: Well, it was kind of sleazy and smarmy for Sherrod Brown to bring it up in a hearing where he was going to talk to Colin Powell about important matters of diplomacy. But I do want to point this out, that four years ago just about this week, members of the Bush campaign -- Bush campaign people were going through South Carolina spreading the story that John McCain was the father of an interracial child, which he is because he's adopted a child from Bangladesh, as part of one of the most scurrilous campaigns I've ever seen. So I mean, gutter politics goes both ways. And I think that in this case, what we're talking about is a legitimate issue of character...

CLARKE: Oh!

KLEIN: ... which is peripheral to the campaign, not nearly as important as issues of war and solvency, but it's an issue.

ZAHN: You're sighing, Torie...

(CROSSTALK)

CLARKE: Yes, I am. "Peripheral" is so strong a term to use for that. It is just not going to be or shouldn't be relevant. He served. He served honorably. As I said the other day, people in the guard and reserve love the fact that their commander in chief was one of them. And we don't have time for messing around with these sorts of things. Joe Klein himself has said this in the past. This is time for adults to stand up and say, These are the serious issues, these are the things we ought to be wrestling with, especially in a presidential election year, not this peripheral stuff, as he calls it.

KLEIN: Well, it's kind of fun to watch Republicans respond to the kind of politics that they've been practicing for the last 20 years, especially the Bush family in 1988...

CLARKE: That's -- it is a gross...

KLEIN: ... and in 2000.

ZAHN: ... sweeping generalization not backed up...

KLEIN: It's not a generalization.

CLARKE: ... any facts.

KLEIN: It's very specific. You want me to name the specifics? Willie Horton in 1988, all the other rumors, running on the Pledge of Allegiance in 1988, and the scurrilous campaign against your former boss, John McCain, in 2000, which was utterly outrageous, which George W. Bush never apologized for.

CLARKE: Gross, sweeping generalizations...

(CROSSTALK)

ZAHN: Well, why don't you respond to what he said about John McCain and the tactics used against him. You couldn't have been happy about those.

CLARKE: Well, look, John McCain...

ZAHN: Those weren't appropriate, were they? CLARKE: John McCain ran a wonderful campaign and it didn't work out. At the end of the day, the stronger candidate prevailed, as a lot of people expected him to. I think John McCain would tell you that he probably expected that's the way it was going to end up. And it's just -- it's -- again, it's -- talk about what a waste of time. There's so many things we could be talking about today -- the president's speech on what we need to do to counter the spread of weapons of mass destruction around the world -- and instead, Joe's bringing up anecdotes from four and eight years ago and twenty years ago...

KLEIN: No, I think...

CLARKE: ... which is ludicrous! It is a waste of people's time. It's a waste of the time of the people who are watching this show.

KLEIN: I think it's very valuable to bring this up at this moment because the Democrats, in effect, are saying to the Republicans that, We -- that, If you're going to do that kind of campaigning this time, we're going to respond in kind. I would much rather...

CLARKE: But they're not responding in -- Joe, they're not...

KLEIN: Torie, I would much rather see a campaign...

CLARKE: ... responding in kind, and you're not responding in kind.

KLEIN: I would much rather...

CLARKE: What you're doing is saying, This is what happened four years ago and eight years ago and twelve years ago, which is ridiculous!

KLEIN: All I'm...

(CROSSTALK)

CLARKE: Let's look forward. Let's talk about...

ZAHN: But isn't there a certain truth, Torie, in the -- what goes around comes around?

KLEIN: Torie, you would have...

ZAHN: Every year?

KLEIN: Torie, you would have never...

CLARKE: You know what?

KLEIN: You would have never gone around...

CLARKE: If everyone...

KLEIN: ... about spreading those rumors about John McCain. I know you. But Republicans did in 2000. The Bush campaign did in 2000.

CLARKE: And if everyone...

KLEIN: This year, I hope...

(CROSSTALK)

KLEIN: ... the same thing that you hope. We need to have a serious conversation about the war. And all of the -- and already, you're seeing...

CLARKE: Right! So you want to...

KLEIN: ... you know, Jane Fonda...

CLARKE: So Joe, you...

KLEIN: ... stuff coming up...

CLARKE: ... can be a part of this!

KLEIN: ... and all the rest of that. I think it's nonsense...

CLARKE: So Joe...

KLEIN: ... but I do believe that it's going to cut both ways, if the Republicans choose to do it.

KLEIN: But Joe, you're being an enabler of it. You are being the enabler of this in a very important way. You're the one that says, OK, let's go back and say the only reason the Democrats are doing this now is because of what happened in the past, and they're not going to let that stand. So...

KLEIN: Well, I don't think that's...

CLARKE: ... you know, tit for tat, et cetera.

KLEIN: I don't call that enabling...

CLARKE: Somebody...

KLEIN: ... I call that commentary. If you...

CLARKE: Somebody has to say, Time to move on, time to focus on important issues. And just the fact that we have spent this much time talking about it right now, the people who are doing this, surrounding -- around the John Kerry campaign -- and I don't think it's an accident that John Kerry himself has started to distance himself from some of this. He realizes it's not working that well with some of the voters out there. But just the fact that we have spent this much time on it allows those who are doing it, people who do not have the best intentions of this country in mind, to say, yes, hey, we're succeeding.

KLEIN: Well... CLARKE: That's a mistake, and it's too bad.

KLEIN: Torie, he's distancing himself the same way that George W. Bush distanced himself from the scurrilous campaigning that his staff did four years ago. I think that if there is a time to have this conversation, it's right now at the beginning, so that both sides understand that we -- you and I and the rest of us -- would like to see a real serious campaign this year, not talk about Jane Fonda, not talk about the Air National Guard.

ZAHN: Well, guess what?

(CROSSTALK)

ZAHN: We are talking about Jane Fonda in our next segment, Joe.

KLEIN: Well, you can...

ZAHN: That's a perfect segue to that.

KLEIN: You can be unserious, if you want.

ZAHN: All right. Joe Klein...

KLEIN: Torie and I are going to talk about...

ZAHN: ... Torie Clarke...

KLEIN: ... trading issues and things like that.

(LAUGHTER)

ZAHN: I'd like to see both of you run a campaign again some day. Well, you never have, but...

CLARKE: That would be good.

ZAHN: Thank you, both.

CLARKE: Thank you.

ZAHN: We'll be right back.

(COMMERCIAL BREAK)

ZAHN: Actress Jane Fonda is taking her activism to a new level. She is featured in a new documentary called "Until the Violence Stops."

(BEGIN VIDEO CLIP - "UNTIL THE VIOLENCE STOPS")

UNIDENTIFIED MALE: I grew up in a home where there was domestic violence and grew up at a time when I got to the dating age, I always looked forward to the time that I was going with a girl long enough that I could slap her, hit her, because I thought that that was not only cool but, you know, that it showed ownership. UNIDENTIFIED FEMALE: The fact that we accept it, the fact that we don't think it's extraordinary, that it's outrageous, that it's obscene that this many women are being abused is the problem.

UNIDENTIFIED FEMALE: Nobody has ever come here for us.

UNIDENTIFIED FEMALE: It's always about poverty and housing, unemployment, but never about the women.

(END VIDEO CLIP)

ZAHN: The film is based on V-Day, a global movement to stop violence against women, which grew out of the success of the provocative Eve Ensler play, "The Vagina Monologues." Here to talk about the fight against violence, Jane Fonda and Eve Ensler. Good to see both of you. Welcome.

EVE ENSLER, CREATOR, "THE VAGINA MONOLOGUES": Thanks. Happy...

JANE FONDA, ACTRESS/ACTIVIST: Thank you. Good to see you, Paula.

ENSLER: Happy to be here.

ZAHN: Thank you. So Jane, why do you care so much about these women?

FONDA: I don't view it as "those women." I view it as me. This is my struggle, as much as it is theirs. It should be all of ours. Besides the fact that Eve and her play had a very profound influence on me. When I saw her do the play three years ago, "The Vagina Monologues" in New York, I think the best way to describe it is my feminism moved from my head to my body and changed me forever. And I'm proud to be part of this movement.

ZAHN: You seem to be pretty comfortable with the use of the "V" word.

(LAUGHTER)

ZAHN: How long did it take you to get accustomed to saying that publicly?

FONDA: It took a while. When they first asked me -- when a friend of mine first asked me to perform "The Vagina Monologues" here in Atlanta, I started reading it and I said, I don't think so. I don't -- more controversy I don't need. I found it difficult -- I found it hard to say "vagina" out loud. It may be an epiphany some people wish I'd never had. But the fact is that more important than saying the word is realizing to what extent all of us, or at least most women, experience their power kind of moving outside of themselves, in an effort to please or because they've been beaten or cut or mutilated, whatever (UNINTELLIGIBLE) can be spiritual, emotional or physical, we give up our power. And the play and the impact it's having around the world moves women and vagina-friendly men into a new kind of space. ZAHN: Eve, and I have to say the first time I saw the play, I was quite shaken, and mostly because I was so moved by the reaction not only of the women in the audience, but by the men, in particular. What is it about the material that is so oddly affecting?

ENSLER: I think because the play is at one time based loosely on women's stories. It's real. And I think we don't tell the truth, we don't speak what's really going on right in front of us or in our lives. And I think when you suddenly hear someone talking about what is true to you, something begins to break open and it gets lifted and it gets exploded into the world. I think the last five years, I've probably been in about 45 countries and I've heard "The Vagina Monologues" done now in so many different languages. And what's incredible is to hear that people cry at the same places and they laugh at the same places because these are universal experiences of both incredible suffering and violence and incredible pleasure and the desire for pleasure.

ZAHN: And Jane, as we close out here this evening, I wanted to move on to another topic. You continue to be a lightning rod, even in this campaign. As you may or may not know, there's a picture of you being circulated on the Internet at an anti-war rally with John Kerry from almost -- over 30 years ago. Are you surprised by that?

FONDA: What is the message that they're trying to put across with this picture?

ZAHN: It depends on who you talk to. There was one piece that suggested that veterans are angered that John Kerry might have had any association with you after his service in Vietnam. But how do you read it?

FONDA: Hogwash. I think it's complete hogwash. They're trying to make it look like Kerry isn't patriotic. How can you impugn the patriotism of any Vietnam veteran? We spoke at a rally once. I spoke, and then a lot of other people spoke and he spoke. I don't even think I shook his hand. So the attempts to smear him by trying to connect the two of us is -- is a dirty, black propaganda tactic that I think the American people are fed up with. I think they've had it with this kind of black propaganda. It's hogwash.

ZAHN: How much does it trouble you?

FONDA: Not, because I think we've -- I think we're over it. I don't think we're going to fall for this. Kerry is -- Kerry -- I knew Kerry when I was married to Ted Turner and he was a senator. Before then, if we were in similar places, I never even -- I never really met him.

ZAHN: What is it about the decisions, though, that were made not only in your life but John Kerry's life and President George Bush's life some 30 years ago that are so much a part of the national dialogue today?

FONDA: Well, I don't think that they're part of the national dialogue. I think they're part of a very narrow, extremely conservative right-wing segment that keeps pushing it forward. I don't think it flies with most Americans, and I they we're going to see that I'm right there.

ZAHN: Conversation with Jane Fonda and Eve Ensler. We'll be right back.

(COMMERCIAL BREAK)

ZAHN: Thanks so much for being with us. Tomorrow, the questions about the president's military service. We'll meet an officer who remembers him from the National Guard.

Thanks for joining us tonight. Have a great night.

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